to download Telecom Italia Annual Report 2011 - Company Reporting

The Board of Auditors believes that the governance arrangements and tools adopted by the
Company constitute a valid supervisory framework to ensure that the principles of correct
administration are respected in operational practice. In particular, in relation to the decision-making
processes of the Board of Directors, the Control Body has supervised, including by attendance at
board meetings, the compliance of management decisions made by the Directors with the law and
the company by-laws, and checked that the related resolutions were adequately supported by
information, analysis and audit processes – also involving consultation with the board
subcommittees and external professionals, when necessary – regarding, primarily, the economic and
financial consistency of transactions and their alignment with the interests of the Company.
12. The Board of Auditors has supervised the adequacy of the organisational structure of the Company,
by collecting information from the appropriate structures, interviews with the managers of the
various company departments, and meetings with those responsible for internal and external audit.
The Board of Directors plays an active role, in both the strategic guidance of the Company and in the
control of operations, and the full board has the power to develop strategic policy and the
responsibility to intervene directly in the most important decisions about the activities of the
Company and the Group. In particular, the Board reserves to itself the right, among others:
to review and approve the strategic, business and financial plans, as well as the budget;
to review and approve strategic operations;
to ascertain the adequacy of the organisational, administrative and accounting structure, with
particular reference to the internal control system;
to draw up and adopt the Company rules of corporate governance and to define the Group
corporate governance guidelines; to define the limits, operating methods and intervals at which
the delegated bodies must report on their activities;
to appoint the offices of Chairman and Chief Executive Officer of subsidiaries of strategic
importance;
to supervise the general trend in operations, periodically comparing the results achieved with
the results planned.
The attribution (and revocation) of powers to the Directors is reserved to the Board of Directors,
which defines the object, limits and methods for the exercise of these powers, and receives a
continuous flow of information on the activity carried out, the general trend in operations and the
transactions of major impact on the revenues, finances and assets of the Company.
On 13 April 2011, following the renewal approved by the Shareholders' Meeting on 12 April 2011,
the Board of Directors appointed Franco Bernabè Chairman of the Board and Chief Executive Officer,
Aldo Minucci Vice Chairman and Marco Patuano Managing Director and Chief Operating Officer.
In addition to the power to legally represent the Company, as laid down in the Bylaws, and all the
powers necessary for performing actions pertinent to the activity of the company in its various
manifestations - to be exercised with a single signature - the overall governance of the Group,
including coordination of the activity of the Managing Director and Chief Operating Officer, and the
definition of the Company’s strategic guidelines were conferred on the Chairman of the Board and
Chief Executive Officer The Chairman of the Board and CEO was also assigned responsibility for
extraordinary transactions and extraordinary finance operations to be proposed to the Board of
Directors.
The powers conferred on the Vice Chairman were the representation of the Company, as laid down in
the Bylaws, in the event that the Chairman is absent or unable to act, and a proxy relating to the
functioning of the internal control system.
In addition to the power to legally represent the Company, as laid down in the Bylaws, and to
exercise, with a single signature, all powers required to perform actions pertinent to the activity of
the company in its various manifestations, the Managing Director and Chief Operating Officer was
made responsible for the overall governance of operations in Italy.
Other information Report of the Board of Statutory Auditors 444